REQUEST FOR PROPOSALS (RFP) Integrated Marketing Services. March 14, 2018

Transcription

1 REQUEST FOR PROPOSALS (RFP) Integrated Marketing Services March 14, 2018

2 1. BACKGROUND The Massachusetts Development Finance Agency ( MassDevelopment or Agency ) is a body politic and corporate created by the Commonwealth of Massachusetts to help foster economic development across the Commonwealth. The Agency is governed by an 11 member Board of Directors. MassDevelopment prides itself on a team oriented, solutions based approach to economic development. The Agency provides its clients with entrepreneurial solutions to complex real estate projects and financing options that create economic opportunities in Massachusetts. Our staff is located in eight offices throughout the Commonwealth. 2. PROJECT DESCRIPTION AND SCOPE OF SERVICES MassDevelopment is seeking the services of a full service communications and marketing firm to develop and execute a comprehensive integrated marketing plan that reinforces MassDevelopment as a finance and real estate development entity for the Commonwealth of Massachusetts; creates awareness of specific programs and products; and continues to build on relationships with existing customers while addressing new audiences. The one year contract, with an option to renew for two (2) additional one year terms at MassDevelopment s sole discretion, is subject to approval of MassDevelopment s Board of Directors. The award will be made to a responsive and responsible firm based on the best value and professional capability. The selected firm will be required to execute a MassDevelopment Consultant Services Contract substantially in the form attached as Attachment 2. The selected firm will be responsible for the development and implementation of a comprehensive and costeffective marketing plan for MassDevelopment. Tasks include but may not be limited to the following: Lead generation campaign Paid media strategy Production of creative material including collateral and direct mail Online marketing campaign Website enhancement Review and recommendations of activities needed to develop successful campaigns, i.e. database and list management, research, and Search Engine Optimization (SEO), etc. General account management Weekly activity update Other communications and/or marketing related assistance as required 3. ANTICIPATED SELECTION SCHEDULE RFP Distribution: Wednesday, March 14, 2018 Question Submission Deadline: Friday, March 30, 2018 by 5 p.m. Response to Questions Issued: Monday, April 9, 2018 Proposals Due: Friday, April 27, 2018 by 5 p.m. Presentations: Monday, May 14, 2018 through Friday, May 18, 2018 Selection of Firm: Thursday, June 7,

3 4. TIME AND PLACE OF SUBMISSION OF PROPOSALS The RFP will be posted on MassDevelopment s website at rfq/ on March 14, 2018 by 10 a.m. and can be downloaded directly. All questions should be submitted in writing on or before March 30, 2018 by 5 p.m. to the contact below. is acceptable. Prospective respondents should note that all clarifications and exceptions including those relating to the terms and conditions of the contract must be submitted prior to submission of a proposal. Answers to all questions of a substantive nature will be posted on MassDevelopment s website at rfq/ by April 9, It is the responsibility of respondents to ensure that they receive all information pertaining to this RFP by visiting the website link listed above. Brenda A. Doherty Vice President of Marketing & Communications MassDevelopment 99 High Street, Floor 11 Boston MA bdoherty@massdevelopment.com Respondents to this RFP must submit one original and four copies of their proposal. Responses must be received no later than 5 p.m. on Friday, April 27, Responses should be clearly marked RFP Integrated Marketing Services and mailed or delivered to the contact person listed above. Any proposal received after the time specified will be considered a late proposal and will not be considered for award. Delays in mail deliveries or any other means of transmittal, including couriers, shall not excuse late proposal submissions. 2

4 5. ELEMENTS OF PROPOSAL All proposals shall provide information relating to the elements listed below in sufficient detail to allow MassDevelopment to conduct an informed and fair selection process. A submission must, at a minimum, include the following elements: Documentation of eligibility requirements as specified in Evaluation Criteria. Description of the firm that includes a general overview, organizational structure, names and credentials of principals, number of full time employees, and total client billings for calendar year A one page narrative outlining the firm s strengths and distinguishing skills or capabilities as they might relate to MassDevelopment. Names and credentials of the proposed account/creative team. Please note percentages of time each individual will spend on the account along with an hourly billing rate. Please attach a compensation proposal that includes the development of a strategic plan; account services, media planning, placement, and production; and direct mail program, collateral development, and website support. The proposal must also specify any commissions and mark ups that the firm proposes to levy against out of pocket expenses (including media purchases) and subcontractors. Please describe billing and payment procedures generally utilized with accounts of this nature. Final compensation agreement and billing procedures are subject to negotiations between MassDevelopment and the chosen firm. A representative selection of print ads, direct response material, collateral, and website development created for current and past clients. A list identifying your highest billing client and three others that the firm currently services. Please supply full contact information of a person who may be contacted by MassDevelopment to provide a reference (see Business Reference Form, Attachment 1). The contact person should have direct knowledge of the firm s capabilities to provide these services. A certificate of insurance setting forth the firm s current liability insurance coverage, including limits, deductibles, and a statement, declaring the firm s agreement, if awarded this contract, to purchase and maintain the liability insurance set forth below as evidenced by a certificate of insurance from an insurance company having an A.M. Best rating of A, VII and licensed to transact business in the Commonwealth of Massachusetts: o o o o Commercial General Liability Requirements $1 million per occurrence; $2 million product liability and general aggregate. Auto Liability If applicable, $1 million (CSL). Workers Comp Statutory $500k accident; $500k disease; $500k policy limit. Special Coverage Professional liability $1 million in general liability written on a claims made basis. MassDevelopment must be listed as additional insured on Commercial General Liability and Auto Liability policies. 3

5 6. EVALUATION CRITERIA At a minimum, the successful respondent will: Have been operating continuously as an advertising agency for a minimum of 36 months and possess fullservice, in house capabilities for marketing, creative services, production, media planning and placement, direct response and research. Currently maintain a Massachusetts office that is staffed and conducts business five days per week throughout the year, holidays excluded. The respondent must have maintained a Massachusetts office for not less than one year preceding the date of submission and must include, on a full time basis, staff in account service, creative services, direct marketing, media planning, and buying. Possess experience, during the past two years, with at least one consumer targeted account with annual billings of at least $2 million using domestic broadcast and print media. Full contact information must be provided in order to verify billings. Have a client roster on which no individual client represents more than 30% of total client billings. MassDevelopment s selection committee will evaluate and compare each submitted proposal using the following evaluation criteria. The criteria are not listed in any order of importance. The education, experience, knowledge, skills, and qualifications of the firm and the individuals who will be available to provide these services. The competitive cost of services. The firm s ability to commit the necessary time and staff. The expertise of the firm in working with similar customers. The absence of conflicts of interest that would prevent or restrict the firm from representing MassDevelopment in the performance of any of the services outlined. The quality and variety of references provided. The clarity and initiative in the preparation and presentation of the submission in response to the RFP. Determination of the successful respondent(s) will be made using a best value determination with the goal of making an award to the respondent who is responsible, possesses the management, financial, and technical capabilities necessary to fulfill the requirements of the contract, whose proposal conforms to the RFP s requirements stated herein, and who is judged by an integrated assessment of the general considerations and specific criteria defined in the evaluation criteria set forth herein to be most advantageous to MassDevelopment, with the proposed price and other factors considered. MassDevelopment has determined that it is in the public interest, for purposes of this procurement, that evaluation factors relating to the respondent s proposal are at least as important as the proposed price. Therefore, MassDevelopment may select a respondent who offers a price higher than the lowest price among the responsible, eligible, and qualified respondents if it is determined that the additional technical merit offered is worth the additional price in relation to the other proposals received. For evaluation purposes, if the proposals received are determined to be technically comparable, then the proposed price becomes more important. 7. SELECTION PROCESS Only responses containing the Elements of Proposal (Section 5) and meeting the minimum requirements set forth in the Evaluation Criteria (Section 6) may be considered for further evaluation. 4

6 There will be no public opening of this RFP. An internal selection committee will be convened to review the submitted proposals, and this committee may or may not contact respondents for further clarification or interviews and may or may not also contact references. The committee reserves the right to identify a short list of qualified respondents for follow up interviews or to make recommendations based on the information contained in the proposals. Instructions for interviews, if required, will be provided to the short listed firms. MassDevelopment reserves the right to waive any of the formal requirements of this RFP, to request additional information from any respondent, to award without negotiations or discussions, to negotiate with any respondent, to reject any or all proposals or parts of proposals, to solicit new proposals, and to award contracts to one or more respondents or to reject any or all respondents as it deems in its best interest. 8. GENERAL PROVISIONS a. MassDevelopment reserves the right to reject any or all responses or parts of responses, to solicit new responses, and to award contracts as it deems to be in its best interest. b. By submitting a proposal to MassDevelopment, the respondent is certifying that its offer is in all respects bona fide, fair, and made without collusion or fraud with any person. As used in this section, person shall mean any natural person, joint venture, partnership, corporation, or other business or legal entity. c. Respondents are encouraged to utilize qualified minority and women s business enterprises. MassDevelopment hereby notifies all respondents that Minority Business Enterprise (MBE) and Women Business Enterprise (WBE) businesses will be afforded full opportunity to submit offers and/or proposals in response to this RFP and will not be subjected to discrimination on the basis of race, color, sex, or national origin in consideration for an award. d. Potential respondents are hereby notified that issuance of this RFP and receipt of proposals does not assure that a firm will be selected. e. MassDevelopment is not liable for any costs incurred by a respondent in the preparation and production of a proposal or for any work performed prior to contract execution. f. MassDevelopment reserves the right to waive any informalities, minor deviations, insignificant mistakes, and matters of form rather than substance and to seek clarification of the proposals, which can be waived or corrected without prejudice to other respondents, potential respondents, or MassDevelopment. No officer or agent of MassDevelopment is authorized to waive this reservation. g. A proposal may be modified or withdrawn by a respondent prior to the time set for selection of a firm (April 12) by delivering a written notice to the location designated as the place where proposals are to be received. h. Any proposal submitted in response to this RFP that is not modified or withdrawn as specified in Section 8(g) above, shall be considered a firm offer and shall remain effective unconditionally for ninety (90) days. i. No respondent shall hold any press conference, issue any news releases, or make announcements concerning its selection or non selection for a contract prior to MassDevelopment s public release of this information; thereafter any such press conference, release or announcement shall be made only after obtaining the written approval of MassDevelopment. 5

7 j. MassDevelopment provides respondents with an opportunity to administratively resolve disputes, complaints, or inquiries related to MassDevelopment proposal solicitations or contract awards. MassDevelopment encourages respondents to seek resolution of disputes through consultation with MassDevelopment staff. All such matters will be accorded impartial and timely consideration. If consultation with MassDevelopment staff does not lead to a resolution of the dispute, respondents must file a written dispute with the MassDevelopment Office of General Counsel. k. During the evaluation process, the content of each proposal will be held in confidence and details of any proposal will not be revealed (except as required under law). l. Unless otherwise specified in the response to the RFP, the quoted price includes all overhead, insurance, taxes, fees, and licenses applicable to the delivery or services set forth in the proposal. m. Respondents are further advised that upon signing a contract, the selected respondent must certify that it has complied with any and all laws of the Commonwealth relating to the payment of taxes, reporting of employees and contractors, and withholding and remitting of child support as required by M.G.L.c.62C 49A, and has either (i) filed all tax returns and paid all taxes required by law; (ii) has filed a pending application for abatement of such taxes; (iii) has a pending petition before the appellate tax board contesting such taxes; or (iv) does not derive taxable income from Massachusetts Sources such that it is subject to taxation by the Commonwealth of Massachusetts; and must certify that it is a Qualified Employer or an Exempt Employer as defined under Chapter 521 of the Massachusetts Acts of 1990, as amended by Chapter 329 of the Massachusetts Acts of 1991, and 102 CMR et. seq. as provided in the contract. A respondent s failure to certify compliance with said laws would be cause for MassDevelopment not to enter into a contract. MassDevelopment further reserves the right to investigate, at any time prior to MassDevelopment s execution of a contract or during the term of a contract, any information indicating that there has been a failure to comply with said laws. If MassDevelopment determines that any selected respondent has not complied with said laws, it may decline to enter into a contract, may terminate any contract entered into, and further may decline to extend the contract. n. This procurement is subject to M.G.L. c. 7 22C 22F which provides that a state agency, state authority, the house of representatives or the senate may not procure goods or services from any person employing ten or more employees in an office or other facility located in Northern Ireland, who fails to certify that: i. he/she does not discriminate in employment, compensation, or terms, conditions and privileges of employment on account of religious or political belief; and ii. he/she promotes religious tolerance within the workplace, and the eradication of any manifestations of religious and other illegal discrimination; and iii. he/she is not engaged in the manufacture, distribution or sale of firearms, munitions, including rubber or plastic bullets, tear gas, armored vehicles or military aircraft for use or deployment in any activity in Northern Ireland. M.G.L. c. 7, 22C 22F shall not apply if (i) the procurement is essential, as determined by MassDevelopment, and compliance would eliminate the only proposal or offer or would result in inadequate competition; or (ii) there is not comparable proposal or offer (i.e. within 10%) by a certifying firm; or (iii) the firm does not employ ten or more employees in an office or other facility located in Northern Ireland. 6

8 o. MassDevelopment is subject to the requirements concerning the disclosure of public records under the Massachusetts Public Records law, M.G.L. c. 66, and thus documents and other materials made or received by MassDevelopment may be subject to public disclosure. p. All respondents must be registered to do business and be in good standing with the Massachusetts Secretary of State s Office in order to transact business in Massachusetts. MassDevelopment may request evidence of good standing prior to entering into any contract. q. A respondent will not be selected if it appears on any list of debarred or suspended contractors maintained by the Commonwealth or the Federal government. r. See the attached contract form for other certifications and other provisions with which the selected respondent must comply. MassDevelopment reserves the right to modify this contract and certifications to the extent it deems necessary. Attachments Attachment 1 Business Reference Form Attachment 2 Form Contract 7

9 Attachment 1: BUSINESS REFERENCE FORM Respondent: The Applicant must provide at least three business references. Company Name: Address: Contact: Title: Phone: ( ) Internet address: ( ) Description and date(s) of services provided: Company Name: Address: Contact: Title: Phone: ( ) Internet address: Fax: ( ) Description and date(s) of services provided: Company Name: Address: Contact: Title: Phone: ( ) Internet address: Fax: ( ) Description and date(s) of services provided: References will be contacted to confirm the Respondent s abilities and qualifications as stated in the Respondent s proposal. 8

10 Attachment 2 AGREEMENT FOR CONSULTING SERVICES This Agreement for Consulting Services (the "Agreement") is made by and between the MASSACHUSETTS DEVELOPMENT FINANCE AGENCY, (the Agency or MassDevelopment ), a Massachusetts body politic and corporate established by M.G.L. Chapter 23G, as may be amended from time to time, having a principal place of business at 99 High Street, 11 th Floor, Boston, Massachusetts 02110, and, a corporation, limited liability company, individual, having a principal place of business at (the "Consultant"). WITNESSETH THAT WHEREAS, the Agency desires to retain the Consultant to provide marketing and communications consulting services through the provision of integrated marketing services; and WHEREAS, the Consultant is qualified and desires to perform services for the Agency to meet these needs. follows: NOW, THEREFORE, for the consideration hereinafter set forth, the parties hereto do mutually agree as ARTICLE 1. SCOPE OF SERVICES The Consultant shall perform services (the "Services") as further described on Exhibit A which is attached hereto and incorporated herein by reference. ARTICLE 2. FEES The Agency agrees to pay the Consultant fees for the performance of the Services, in the amounts set forth in Exhibit A. Total fees hereunder shall not exceed dollars ($ ), through the date of completion of the Agreement, as defined in Article 9 hereto, and shall include all direct costs and reasonable expenses, which costs and expenses shall be approved in writing by the Agency in its sole discretion. The Itemized records of time spent and costs incurred in the performance of the Services under the Agreement shall be kept by the Consultant on the basis of generally accepted accounting principles consistently applied and shall be submitted to the Agency along with the Consultant's monthly invoice, as specified under Article 3. All such records shall be kept by the Consultant for a period of six (6) years. All retention periods start on the first day after termination of the Agreement. If any litigation, claim, negotiation, audit or other action involving such records has been started before the expiration of the applicable retention period, all records shall be retained until completion of the action and resolution of all issues which arise from it, or until the end of the applicable retention period, whichever is later. ARTICLE 3. PAYMENT Invoices for services rendered and costs incurred shall be prepared by the Consultant on the Consultant's standard form, as approved by the Agency, and submitted along with the Consultants itemized records, as set forth in Article 2, to the Agency every thirty (30) days. The invoices shall reflect fees and costs for actual services performed and hours of service provided, identify the percentage of work completed and otherwise conform to the requirements of 9

11 Article 2 hereof. An invoice in proper form shall be paid by the Agency to the Consultant within thirty (30) days of presentation to the Agency. ARTICLE 4. CHANGES AND ADDITIONAL SERVICES The Agency may request changes or additions to the Services of the Consultant to be performed hereunder. Such changes, including any increase or decrease in the amount of the Consultant's fees, which are mutually agreed upon between the Agency and the Consultant shall be incorporated in written amendments to the Agreement. ARTICLE 5. INDEPENDENT CONTRACTOR It is understood and agreed that the Consultant is an independent contractor and that the Consultant shall perform the Services as defined by the parties on Exhibit A. The Consultant shall determine, in the Consultant's sole discretion, the manner and means by which the Services are accomplished, subject to the express condition that the Consultant shall at all times comply with applicable law. The Consultant shall perform the Services in a professional and competent manner. It is expressly understood and agreed that neither the Consultant nor the Consultant's employees and agents, if any, shall be considered agents or employees of the Agency, and they shall have no authority whatsoever to bind the Agency by contract or otherwise. The Consultant represents that it has, or will secure, at its own expense, all personnel required in performing the Services under the Agreement. The Consultant shall assign such personnel subject to the approval of the Agency, and such personnel shall not be employees of nor have any contractual relationship with the Agency. The Consultant further agrees that its personnel will not hold themselves out as, nor claim to be, officers or employees of the Agency by reason of the Agreement. The Consultant acknowledges and agrees that it shall be the obligation of the Consultant to report to the proper authorities all fees received by the Consultant pursuant to the Agreement, and the Consultant agrees to indemnify, defend and hold harmless the Agency to the extent of any obligation imposed by law on the Agency to pay any withholding taxes, social security, unemployment or worker's compensation insurance or similar items in connection with any payments made to the Consultant by the Agency pursuant to the Agreement on account of the Services of the Consultant or the Consultant's employees or agents, if any. ARTICLE 6. INSURANCE The Consultant shall effect and maintain insurance in amounts as set forth below and with companies licensed to do business in the Commonwealth of Massachusetts, having an A.M. Best Company rating of A,VII and otherwise satisfactory to the Agency, at its own cost and expense to protect itself from claims under any Worker's Compensation Act; from claims for damages because of bodily injury including sickness, disease or death; from claims for damages because of injury to or destruction of tangible property; and from claims arising out of the performance of professional services caused by errors, omissions or negligent acts for which it is legally liable. (i) Commercial general liability, including personal injury and if applicable, product liability/completed operations coverage in the minimum amount of $1,000,000 personal injury, $1,000,000 per occurrence and $2,000,000 general/product/completed operations aggregate; (ii) Automobile liability coverage for owned, hired and non owned vehicles in the minimum amount of $1,000,000 per occurrence combined single limit; (iii) Workers compensation for all its employees, as required by statute, with employers liability of $500, or more including $500,000 accident and $500,000 disease; and (iv) Professional liability insurance coverage with per claim limits of not less than $1,000,

12 The Consultant shall furnish the Agency with certificates of insurance showing that the Consultant has complied with this Section prior to entering into the Agreement, which certificates shall name Massachusetts Development Finance Agency, its successors and/or assigns, as their interests may appear as an Additional Insured for the insurance required under (i) and (ii) of this Article, and provide that written notification of cancellation of the insurance policies required hereunder shall be given to the Agency thirty (30) days prior to such cancellation. ARTICLE 7. INDEMNITY The Consultant shall indemnify, defend and hold harmless the Agency and its successors and assigns, and all of its officers, managers, members, directors, lenders, shareholders, beneficial owners, trustees, partners, affiliates, agents and employees (collectively Agency Indemnitees ) from and against any and all claims, suits, actions, judgments, demands, losses, costs, attorney's fees, expenses, damages and liability to the extent caused by, resulting from, or arising out of the intentional acts, negligent acts, errors, omissions, or allegations thereof, of the Consultant, its employees, agents or representatives in the performance of the Services under the Agreement. ARTICLE 8. TIME Upon receipt of a written Notice to Proceed, submitted by the Agency, the Consultant shall perform the Services with due diligence and in accordance with the schedules agreed to herein. The Agency may authorize costs to be incurred prior to such written notice to proceed. Time is of the essence under the Agreement. ARTICLE 9. DURATION OF CONTRACT The date of completion for the performance of Services by the Consultant under the Agreement shall be one year from the Effective Date of the Agreement. The Agency has the option to renew the Agreement for two additional one (1) year terms at its sole discretion. Notwithstanding the foregoing, the provisions of Articles 5, 6, 7, 10, 12, 13, 14, 15 and 17 and any other provisions where equity would require survival shall be deemed to survive and remain binding upon the parties following the termination of the Agreement. ARTICLE 10. TERMINATION The Agreement may be terminated by the Agency upon seven (7) days written notice to the Consultant in the event of substantial failure by the Consultant to perform in accordance with the terms of the Agreement through no fault of the Agency unless said failure is rectified within said period. The Agreement may also be terminated by the Agency for its convenience but only upon seven (7) days written notice to the Consultant. In the event of termination not the fault of the Consultant, the Consultant shall be paid for all the Services performed and costs incurred up to the effective date of termination for which the Consultant has not been previously paid by the Agency. Upon receipt of notice of termination from the Agency, the Consultant shall discontinue its services hereunder unless otherwise directed and shall deliver to the Agency all data, drawings, reports, estimates, summaries and such other information and materials as may have been accumulated by the Consultant in the performance of the Agreement, whether completed or in process. Notwithstanding the above, in the event of termination, the Consultant shall not be relieved of liability to the Agency for injury or damages sustained by the Agency by virtue of the Agreement, and the Agency may withhold any payments to the Consultant for the purposes of set off until such time as the exact amount of damages due to the Agency is determined. ARTICLE 11. OWNERSHIP OF DOCUMENTS: CONFIDENTIALITY 11

13 All materials produced by the Consultant under the auspices of the Agreement, including, without limitation, disks, plans, specifications, reports, manuals, pamphlets and articles, shall be the property of the Agency, and shall appropriately designate the Agency as the owner thereof. Unless otherwise required under applicable law, the Consultant will hold in strict confidence all information received by the Consultant from the Agency and designated by the Agency as confidential ("Confidential Information") in connection with the Agreement or the Services being performed hereunder, and will not disclose such Confidential Information to any person without the prior written consent of the Agency. Upon termination of the Agreement, the Consultant will return promptly, or cause to be returned promptly, to the Agency all tangible items, including copies thereof, of such Confidential Information which has been furnished to the Consultant by the Agency hereunder. ARTICLE 12. SUCCESSORS AND ASSIGNS The Consultant shall not assign, sublet, subcontract, sell, transfer or otherwise dispose of any interest in the Agreement without prior written approval of the Agency. Notwithstanding any such assignment, sublease, sale, transfer or other disposition permitted by the Agency, the Consultant will continue to remain fully and directly liable on all its obligations hereunder as though no such assignment, sublease, sale, transfer or other disposition had occurred. Upon making any such disposition, the Consultant shall furnish the Agency promptly with an executed copy of the disposing instrument, executed by assignee, sub lessee, buyer or transferee, in which such party thereto assumes and agrees to observe and perform all of the Consultant's obligations hereunder. Any such disposition shall expressly be made subject to all defenses, set offs, claims or counterclaims which would have been available to the Agency in the absence of such disposition. The Agreement shall otherwise be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns. ARTICLE 13. NON WAIVER No failure or waiver of successive failures or waivers on the part of either party hereto, their successors or permitted assigns, in the enforcement of any condition, covenant or article of the Agreement, shall operate as a discharge of any such condition, covenant or article, nor render the same invalid, nor impair the right of either party hereto, their successors or permitted assigns to enforce the same in the event of any subsequent breaches by the other party hereto, its successors or permitted assigns. ARTICLE 14. NOTIFICATION All notices required or permitted under the Agreement shall be in writing and shall be deemed sufficiently served when delivered by hand if a receipt is obtained therefor, or when actually received if delivered by mail, and if delivered by mail shall be mailed registered or certified first class mail, return receipt requested, postage pre paid, and in all cases shall be addressed as follows: To the Agency: Attention: With a copy to: Attention: Massachusetts Development Finance Agency 99 High Street, 11 th Floor Boston, MA Vice President, Marketing & Communications Massachusetts Development Finance Agency 99 High Street, 11 th Floor Boston, MA General Counsel 12

14 To the Consultant: Attention: Each party authorizes the other to rely in connection with their respective rights and obligations under the Agreement upon approval by the parties named above or any person designated in substitution or addition hereto by notice, in writing, to the party so relying. ARTICLE 15. EQUAL EMPLOYMENT OPPORTUNITY In connection with the execution of the Agreement, the Consultant shall not discriminate against any qualified employee or applicant for employment because of race, color, national origin, ancestry, age (as defined by law), sex, sexual orientation, religion or physical or mental handicap. The Consultant agrees to comply with all applicable federal and state statutes prohibiting discrimination in employment including Title VII of the Civil Rights Acts of 1964, the Age Discrimination in Employment Act of 1967, Section 504 of the Rehabilitation Act of 1973, and Massachusetts General Laws Chapter 151B, section 4 (1). If a complaint or claim alleging violation by the Consultant of such statutes regarding the execution of the Agreement is presented to the Massachusetts Commission Against Discrimination ("MCAD"), the Consultant agrees to cooperate with MCAD in the investigation and disposition of such complaint or claim and to assume all legal fees in connection with the defense of such claim. In the event of the Consultant's noncompliance with the provisions of this Article, the Agency shall impose such sanctions as it deems appropriate, including, but not limited to: (i) withholding of payments due the Consultant under the Agreement until the Consultant complies; or (ii) termination or suspension of the Agreement. ARTICLE 16. APPLICABLE LAW The Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. ARTICLE 17. FORCE MAJEURE Neither party shall be liable to the other or be deemed to be in breach of the Agreement for any failure or delay in rendering performance arising out of causes beyond its reasonable control and without its fault or negligence. Such causes may include, but are not limited to, acts of God or the public enemy, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes or unusually severe weather. Dates or times of performance shall be extended to the extent of delays excused by this Article, provided that the party whose performance is affected notifies the other promptly of the existence and nature of such delay. Nothing contained in this Article 17 shall derogate from or affect the Agency s rights to terminate this Agreement pursuant to Article 10 above. ARTICLE 18. SEVERABILITY If any provision of the Agreement is declared or found to be illegal, unenforceable or void, then both parties shall be relieved of all obligations under that provision. The remainder of the Agreement shall remain enforceable to the fullest extent permitted by law. ARTICLE 19. HEADINGS 13

15 The headings used herein are for reference and convenience only and shall not enter into the interpretation of the Agreement. ARTICLE 20. AMENDMENTS No amendment to the Agreement shall be effective unless it is signed by authorized representatives of both parties and accepted for filing at the offices of the Agency. ARTICLE 21. CONFLICT OF INTEREST The Consultant understands that any person providing services under the Agreement may be a "special state employee," for purposes of M.G.L. Chapter 268A, but shall otherwise be an independent contractor and not an employee of the Agency. The Consultant further agrees to comply with said Chapter 268A, as "special state employee," and to promptly disclose to the Agency any activity under the Agreement by the Consultant or an employee thereof that is or may result in a violation thereof. The Agency acknowledges that the Consultant can perform services for other clients during the duration of this Agreement, provided such clients do not conflict with the services required under this Agreement and subject to applicable law. ARTICLE 22. CERTIFICATIONS By signing the Agreement, the Consultant certifies, under the pains and penalties of perjury, that it is in compliance with, and shall remain in compliance with, all legal requirements governing performance of this Agreement and the Consultant s authority to transact business in Massachusetts, and that the Consultant is: (1) in compliance with all Massachusetts laws relating to the payment of taxes, reporting of employees and contractors, and withholding and remitting of child support as required by M.G.L. Chapter 62C, 49A, and has either (i) filed all tax returns and paid all taxes required by law; (ii) has filed a pending application for abatement of such taxes; (iii) has a pending petition before the appellate tax board contesting such taxes; or (iv) does not derive taxable income from Massachusetts Sources such that it is subject to taxation by the Commonwealth of Massachusetts; (2) a Qualified Employer or an Exempt Employer as defined under Chapter 521 of the Massachusetts Acts of 1990, as amended by Chapter 329 of the Massachusetts Acts of 1991, and 102 CMR et seq.; (3) in compliance with all federal and state laws and regulations prohibiting discrimination, including without limitation Executive Order 11246; (4) not currently debarred or suspended from doing business with any governmental entity by the Commonwealth of Massachusetts or any of its entities or subdivisions under any Commonwealth law or regulation, including without limitation M.G.L. Chapter 29, 29F and M.G.L. Chapter 152, 25C, and that it is not currently debarred or suspended from doing business with any governmental entity by the Federal government under any federal law or regulation; (5) in compliance with federal anti lobbying requirements of 31 U.S.C. 1352; (6) in compliance with all laws of the Commonwealth relating to unemployment compensation contributions and payments in lieu of contributions pursuant to M.G.L. Chapter 151A, 19A(b), or has notified MassDevelopment in writing that M.G.L. Chapter 151A does not apply to Consultant because Consultant does not have any individuals performing services for it within the Commonwealth of Massachusetts to the extent that Consultant would be required to make any such contributions or payments to the Commonwealth; and 14

16 (7) not employing ten or more employees in an office or other facility located in Northern Ireland, and is not engaged in the manufacture, distribution or sale of firearms, munitions, including rubber or plastic bullets, tear gas, armored vehicles or military aircraft for use or deployment in any activity in Northern Ireland; or, if applicable, is employing ten or more employees in an office or other facility located in Northern Ireland and (i) does not discriminate in employment, compensation, or terms, conditions and privileges of employment on account of religious or political belief; (ii) promotes religious tolerance within the work place, and the eradication of any manifestations or religious and other illegal discrimination; and (iii) is not engaged in the manufacture, distribution or sale of firearms, munitions, including rubber or plastic bullets, tear gas, armored vehicles or military aircraft for use or deployment in any activity in Northern Ireland. ARTICLE 23. COMPLIANCE WITH EXECUTIVE ORDER 481 By signing the Agreement, the Consultant hereby certifies, under the pains and penalties of perjury, that at this time and during the term of this Agreement, the Consultant (i) shall not knowingly use undocumented workers in connection with the performance of the Agreement or any contract with the Agency; (ii) shall verify, pursuant to federal requirements, the immigration status of all workers assigned to perform Services under this Agreement without engaging in unlawful discrimination; and (iii) shall not knowingly or recklessly alter, falsify, or accept altered or falsified documents from any such worker(s). Any breach of the foregoing requirements shall constitute a material breach of this Agreement subjecting the Consultant to sanctions, including but not limited to monetary penalties, withholding of payments, and/or suspension or termination of this Agreement or any contract with the Agency. ARTICLE 24. EXTENT OF AGREEMENT The Agreement represents the entire and integrated agreement between the Agency and the Consultant and supersedes and replaces all terms and conditions of any prior agreements, arrangements, negotiations or representations, written or oral, with respect to the subject matter hereof. ARTICLE 25. COMPLIANCE WITH APPLICABLE LAW The Consultant shall comply with and be solely responsible for any violation of all federal, state and local laws, ordinances, rules, regulations or orders which are applicable to the Services being provided hereunder and in the performance of the Agreement. ARTICLE 26. AUTHORITY Each party to this Agreement represents that the individual executing this Agreement on its behalf is duly authorized to bind such party to this Agreement according to its terms. ARTICLE 27. COUNTERPARTS This Agreement may be signed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or by e mail delivery of a ".pdf" format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf" signature page were an original thereof. 15

17 16 [Remainder of page left blank; signature(s) on next page]

18 IN WITNESS WHEREOF, the Agreement has been executed by the Agency and the Consultant and is effective as of the day of, 20. MASSACHUSETTS DEVELOPMENT FINANCE AGENCY Agency Counsel By: Name: Title: CONTRACT AMOUNT: $ [Signature page of [Legal Document Title]] 17

19 IN WITNESS WHEREOF, the Agreement has been executed by the Agency and the Consultant and is effective as of the day of, 20. CONSULTANT By: Name: Title: Federal ID Number CONTRACT AMOUNT: $ [Signature page of [Legal Document Title]] 18

20 EXHIBIT A SCOPE OF SERVICES 19

21 EXHIBIT B FEE SCHEDULE 20